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HomeMy WebLinkAboutContract 36070 CITY SECRETARY CONTRACT NO. CONTRACT OF SALE AND PURCHASE (Sale by City of Fort Worth) THIS CONTRACT OF SALE AND PURCHASE ("Contract") is made and entered into by and between the CJTY OF FORT WORTH, TEXAS, a home rule Municipal Corporation of the State of Texas, located within Tarrant, Denton, Parker, and Wise Counties, Texas, acting by and through its duly authorized City Manager or Assistant City Manager ("Seller") and Covenant Classical School, a Texas Nonprofit Corporation ("Purchaser") as of the date on which this Contract is executed by the last to sign of Seller and Purchaser("Effective Date"). RECITALS 1. Seller is the owner of the approximately 40,000 square foot tract of land described as a Tract of Land in the B.B.B. & C.R. R. Survey, Abstract No. 219 Tr. IC commonly known as 0 Old Weatherford Road, Fort Worth, Tarrant County, Texas, together with any easements, rights-of-way, licenses, interests, and rights appurtenant thereto (collectively, the "Property"), as shown and more particularly described on the attached Exhibit "A", incorporated herein for all purposes. 2. Purchaser is Covenant Classical School, a Texas Nonprofit Corporation. 3. Seller desires to sell the Property for fair market value for development of a Private Nonprofit School, grades K through 12 in a manner that will benefit the citizens of Fort Worth in general. 4. Purchaser desires to acquire the Property for development as a Private Nonprofit School, grades K through 12. 5. Seller will convey the Property through direct sale in accordance with Section 272.001(b)(1) of the Texas Local Government Code. AGREEMENT In consideration of the mutual covenants in this Contract, Seller and Purchaser agree as follows: Section 1. Sale and Purchase. (a) Seller agrees to sell and convey the Property to Purchaser, and Purchaser agrees to purchase and accept the Property from Seller, for the Purchase Price (as defined below), subject to the terms and conditions set forth in this Contract. (b) Seller shall convey the Property to Purchaser free and clear of all liens, claims, easements, rights-of-way, reservations, restrictions, encroachments, tenancies, and any other CFW Sale to Covenant Classical School _, [ - Page of15 ,L� Rev. 6/18/07 p encumbrances (collectively, the "Encumbrances") except the Encumbrances appearing in the Title Commitment (as defined below in Section 3) and the survey (as defined below) that are not cured and that are subsequently waived pursuant to Section 3 below ("Permitted Encumbrances"). (c) Seller shall retain all mineral interests in the Property if any. Seller waives and conveys to Purchaser the right of ingress and egress to and from the surface of the Property relating to the portion of the mineral estate owned by Seller. (d) Seller shall retain Right of Way ("ROW") Easements for both the Proposed Amber Ridge Drive and the Proposed Academy Blvd. as shown on Exhibit"A". (e) Seller shall retain the existing sixty foot (60') Ingress and Egress Easement as shown on Exhibit "A". Section 2. Independent Contract Consideration, Purchase Price, and Earnest Money. (a) Contemporaneously with the execution of this Contract, Purchaser delivers to Seller a check in the amount of Fifty and 00/100 Dollars ($50.00) as independent consideration for Seller's execution, delivery, and performance of this Contract ("Independent Contract Consideration"). This Independent Contract Consideration is in addition to and independent of any other consideration or payment provided for in this Contract, is nonrefundable, and shall be retained by Seller notwithstanding any other provision of this Contract. (b) The purchase price ("Purchase Price") for the Property, payable by Purchaser to Seller in cash at closing (defined below), is Twenty Two Thousand Five Hundred and 00/100 Dollars ($22,500.00). Seller has determined that the Purchase Price reflects the current fair market value of the Property. (c) Within five (5) days after the execution and delivery of this Contract by Seller to Purchaser, Purchaser shall deliver to Title Company (as defined below in Section 3) a check payable to the order of Title Company or other means of funding reasonably satisfactory to Seller in the amount of Six Hundred and 00/100 Dollars ($600.00) as earnest money ("Earnest Money"). Title Company shall hold the Earnest Money in escrow and deliver it in accordance with the provisions of this Contract. Section 3. Title Commitment and Survey. (a) Within thirty (30) days after the Effective Date, Purchaser may obtain, at Purchaser's sole cost and expense (i) a Commitment for Title Insurance and Title Policy ("Title Commitment") from the Title Company of Purchaser's choice ("Title Company"), setting forth the status of the title of the Property and showing all Encumbrances and other matters, if any, relating to the Property; and (ii) a legible copy of all documents referred to in the Title Commitment, including but not limited to, plats, reservations, restrictions, and easements. CFW Sale to Covenant Classical School Page 2 of 15 Rev. 6/18/07 (b) Within twenty-five (25) days after the Effective Date, Purchaser shall obtain, at Purchaser's sole cost and expense, an updated survey ("Survey") consisting of a plat and field notes describing the Property, prepared pursuant to a current on-the-ground staked survey performed by a registered public surveyor or engineer satisfactory to Purchaser and Title Company. The Survey shall (i) be certified to Purchaser, its successors and assigns, and Title Company, (ii) reflect the actual dimensions of and the total number of square feet within the Property, net of any portion thereof lying within a publicly dedicated roadway or a utility easement, (iii) identify any rights-of-way, easements, or other Encumbrances by reference to applicable recording data, and (iv) include the Surveyor's registered number and seal, and the date of the Survey. The description of the Property prepared as a part of the Survey will be used in all of the documents set forth in this Contract that requires a legal description of the Property. (c) If the Title Commitment or Survey discloses any Encumbrances or other matters that are not acceptable to Purchaser in Purchaser's sole discretion, then Purchaser shall give Seller written notice thereof within fifteen (15) days after receipt of the Title Commitment, Survey and all documents referred to in the Title Commitment, specifying Purchaser's objections ("Objections"), if any. If Purchaser gives such notice to Seller, Seller shall use its best efforts to cure the Objections, but shall be under no obligation to do so. (d) If Purchaser gives notice of Objections and Seller does not cure the Objections, cause the Title Commitment and Survey to be amended to give effect to matters that are cured, and give Purchaser written notice thereof within the fifteen (15) day period following receipt of the notice from Purchaser ("Cure Period"), Purchaser shall have the right either (i) to terminate this Contract by giving written notice thereof to Seller at any time after the expiration of such Cure Period but prior to the expiration of the option period (as defined below), and, upon such termination, Purchaser shall be entitled to the return of the Earnest Money, and neither party hereto shall have any further rights or obligations, or (ii) to waive the Objections and consummate the purchase of the Property subject to the Objections which shall be deemed to be Permitted Encumbrances. Notwithstanding the foregoing sentence, if Seller has commenced curing the Objections and is diligently prosecuting the same, as determined by Purchaser in Purchaser's sole discretion, then Purchaser in Purchaser's sole discretion may extend the Cure Period for an amount of time Purchaser deems necessary for Seller to cure the same. Section 4. Review Reports. Within five (5) days after the Effective Date, Seller shall deliver to Purchaser for Purchaser's review any environmental or engineering reports and studies in Seller's possession concerning the Property("Reports"). Section 5. Representations,Warranties, "AS IS" (a) EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, PURCHASER ACKNOWLEDGES AND AGREES THAT SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS, TO CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, CFW Sale to Covenant Classical School Page 3 of 15 Rev. 6/18/07 QUALITY OR CONDITION OF THE PROPERTY INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE PROPERTY, (C) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (D) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, OR(H) ANY OTHER MATTER WITH RESPECT TO THE PROPERTY, AND SPECIFICALLY, THAT SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATIONS, ORDERS OF REQUIREMENTS, INCLUDING SOLID WASTE, AS DEFINED BY THE U. S. ENVIRONMENTAL PROTECTION AGENCY REGULATIONS AT 40 C.F.R., PART 261, OR THE DISPOSAL OR EXISTENCE IN OR ON THE PROPERTY, OF ANY HAZARDOUS SUBSTANCE, AS DEFINED BY THE COMPREHENSIVE ENVIRONMENTAL RESPONSE COMPENSATION AND LIABILITY ACT OF 1980, AS AMENDED, AND REGULATIONS PROMULGATED THEREUNDER. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE PROPERTY, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER. AS A MATERIAL PART OF THE CONSIDERATION FOR THIS AGREEMENT, SELLER AND PURCHASER AGREE THAT PURCHASER IS TAKING THE PROPERTY "AS IS" WITH ANY AND ALL LATENT AND PATENT DEFECTS AND THAT THERE IS NO WARRANTY BY SELLER THAT THE PROPERTY IS FIT FOR A PARTICULAR PURPOSE. PURCHASER ACKNOWLEDGES THAT IT IS NOT RELYING UPON ANY REPRESENTATIONS, STATEMENTS, ASSERTIONS OR NON-ASSERTIONS BY THE SELLER WITH RESPECT TO THE PROPERTY CONDITION, BUT IS RELYING SOLELY UPON ITS EXAMINATION OF THE PROPERTY. PURCHASER TAKES THE PROPERTY UNDER THE EXPRESS UNDERSTANDING THERE ARE NO EXPRESS OR IMPLIED WARRANTIES (EXCEPT FOR LIMITED WARRANTIES OF TITLE SET FORTH IN THE CLOSING DOCUMENTS). UPON CONVEYANCE, AS BETWEEN SELLER AND PURCHASER, THE RISK OF LIABILITY OR EXPENSE FOR ENVIRONMENTAL PROBLEMS AFFECTING THE PROPERTY, EVEN IF ARISING FROM EVENTS BEFORE CLOSING, WILL BE THE SOLE RESPONSIBILITY OF PURCHASER, REGARDLESS OF WHETHER THE ENVIRONMENTAL PROBLEMS WERE KNOWN OR UNKNOWN AT CLOSING. ONCE CLOSING HAS OCCURRED, PURCHASER INDEMNIFIES, HOLDS HARMLESS AND RELEASES SELLER FROM LIABILITY FOR ENVIRONMENTAL PROBLEMS AFFECTING THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, CFW Sale to Covenant Classical School Page 4 of 15 Rev. 6/18/07 UNDER THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT (CERCLA), THE RESOURCE CONSERVATION AND RECOVERY ACT (RCRA), THE TEXAS SOLID WASTE DISPOSAL ACT OR THE TEXAS WATER CODE. PURCHASER INDEMNIFIES, HOLDS HARMLESS AND RELEASES SELLER FROM ANY LIABILITY FOR ENVIRONMENTAL PROBLEMS OR CONDITIONS AFFECTING THE PROPERTY ARISING AS THE RESULT OF SELLER'S OWN NEGLIGENCE OR THE NEGLIGENCE OF SELLER'S REPRESENTATIVES, BUT NOT ANY WILLFUL ACTS OR OMISSIONS OR GROSS NEGLIGENCE OF SELLER OR SELLER'S REPRESENTATIVES. PURCHASER INDEMNIFIES, HOLDS HARMLESS AND RELEASES SELLER FROM ANY LIABILITY FOR ENVIRONMENTAL PROBLEMS OR CONDITIONS AFFECTING THE PROPERTY ARISING AS A RESULT OF THEORIES OF PRODUCTS LIABILITY AND STRICT LIABILITY, OR UNDER NEW LAWS OR CHANGES TO EXISTING LAWS ENACTED AFTER CONVEYANCE DATE THAT WOULD OTHERWISE IMPOSE ON SELLER IN THIS TYPE OF TRANSACTION NEW LIABILITIES FOR ENVIRONMENTAL PROBLEMS OR CONDITIONS AFFECTING THE PROPERTY. PROVISIONS OF THIS SECTION SHALL SURVIVE THE CLOSING. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED BY PRIOR NEGOTIATION TO REFLECT THAT ALL OF THE PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. PURCHASER ACKNOWLEDGES AND ACCEPTS ALL THE TERMS AND PROVISIONS BY HIS ACCEPTANCE HEREOF. b. The provisions of Section 5(a) shall be incorporated into the Deed. C. The provisions of Section 5(a) shall survive the closing (as defined below). Section 6. Option Period. (a) Notwithstanding anything to the contrary contained in this Contract, until forty- five (45) days after the Effective Date ("Option Period"), the following is a condition precedent to Purchaser's obligations under this Contract: Purchaser being satisfied in Purchaser's sole and absolute discretion that the Property is suitable for Purchaser's intended uses, including, without limitation, Purchaser being satisfied with the results of the Tests (defined in Section 7 below). (b) If Purchaser is not satisfied in Purchaser's sole and absolute discretion as to the condition precedent described in Section 6(a) above, Purchaser may give written notice thereof to Seller on or before the end of the Option Period, whereupon this Contract shall terminate. Upon such termination, Purchaser shall be entitled to the return of the Earnest Money, and neither party shall have any further rights or obligations under this Contract. CFW Sale to Covenant Classical School Page 5 of 15 Rev. 6/18/07 (c) If Purchaser does not terminate this Contract prior to the expiration of the Option Period, then the Earnest Money shall become non-refundable to Purchaser except in the event of Seller's default in the performance of Seller's obligations under this Contract, and Title Company shall release;the Earnest Money to Seller at any time thereafter upon request by Seller. (d) The provisions of this Section 6 control all other provisions of this Contract. (e) The parties agree that the Option Period will not be extended upon expiration without a written amendment signed by both parties. Section 7. Tests. Purchaser, at Purchaser's sole cost and risk, shall have the right to go on to the Property, including the Improvements, to make inspections, surveys, test borings, soil analyses, and other tests, studies and surveys, including without limitation, environmental and engineering tests, borings, analyses, site assessments, and studies ("Tests). Any Tests shall be conducted at Purchaser's sole risk and expense, and Purchaser agrees to indemnify and defend Seller and the Property from any liens and claims resulting from such Tests. The Property will be restored by Purchaser to its original condition at Purchaser's sole expense following any site work. In the event this transaction does not close for any reason whatsoever, the Purchaser shall release to Seller any and all independent studies or results of Tests obtained during the Option Period. Section 8. Closing Contingencies. (a) The closing ("Closing") of the sale of the Property by Seller to Purchaser shall occur through the office of the Title Company in no more than (15) days after the satisfaction of the following contingencies to Closing ("Closing Contingencies"), but not later than August 10, 2007. The Closing Contingencies are as follows: 61zqlo-1 (2) Any easements conveyed to the City/will be at no cost to the City. (3) The City will retain ROW for both the Proposed Amber Ridge Drive and the Proposed Academy Blvd. as shown on Exhibit"A". (4) The City will retain the sixty foot (60') Ingress & Egress Easement as shown on Exhibit "A". (b) Purchaser agrees to pursue the approvals and agreements described in the Closing Contingencies above with reasonable diligence. Seller agrees to cooperate fully with Purchaser in connection with Purchaser's pursuit of the above approvals. (c) If any Closing Contingencies are not satisfied to Purchaser's satisfaction so that Purchaser is prepared to close on or before . 7, then Purchaser must terminate this Contract, and upon the termination, Seller shall etain the Earnest Money and any interest earned tA c O CFW Sale to Covenant Classical School / Page 6 of 15 2(,' Zpo7 Rev. CoAI8{94 0cry C- 7/P- /o 7 s� (c) If Purchaser does not terminate this Contract prior to the expiration of the Option Period, then the Earnest Money shall become non-refundable to Purchaser except in the event of Seller's default in the performance of Seller's obligations under this Contract, and Title Company shall release the Earnest Money to Seller at any time thereafter upon request by Seller. (d) The provisions of this Section 6 control all other provisions of this Contract. (e) The parties agree that the Option Period will not be extended upon expiration without a written amendment signed by both parties. Section 7. Tests. Purchaser, at Purchaser's sole cost and risk, shall have the right to go on to the Property, including the Improvements, to make inspections, surveys, test borings, soil analyses, and other tests, studies and surveys, including without limitation, environmental and engineering tests, borings, analyses, site assessments, and studies ("Tests). Any Tests shall be conducted at Purchaser's sole risk and expense, and Purchaser agrees to indemnify and defend Seller and the Property from any liens and claims resulting from such Tests. The Property will be restored by Purchaser to its original condition at Purchaser's sole expense following any site work. In the event this transaction does not close for any reason whatsoever, the Purchaser shall release to Seller any and all independent studies or results of Tests obtained during the Option Period. Section 8. Closing Contingencies. (a) The closing ("Closing") of the sale of the Property by Seller to Purchaser shall occur through the office of the Title Company in no more than (15) days after the satisfaction of the following contingencies to Closing ("Closing Contingencies"), but not later than August 10, 2007. The Closing Contingencies are as follows: 0 r.,PC (2) Any easements conveyed to the City will be at no cost to the City. (3) The City will retain ROW for both the Proposed Amber Ridge Drive and the Proposed Academy Blvd. as shown on Exhibit"A". (4) The City will retain the sixty foot (60') Ingress & Egress Easement as shown on Exhibit "A". (b) Purchaser agrees to pursue the approvals and agreements described in the Closing Contingencies above with reasonable diligence. Seller agrees to cooperate fully with Purchaser in connection with Purchaser's pursuit of the above approvals. (c) If any Closing Contingencies are not satisfied to Purchaser's satisfaction so that Purchaser is prepared to close on or before August 10, 2007, then Purchaser must terminate this Contract, and upon the termination, Seller shall retain the Earnest Money and any interest earned CFW Sale to Covenant Classical School Page 6 of 15 Rev. 6/18/07 and neither party will have any further rights or obligations hereunder; however, the Closing may be extended if the Closing Contingencies are not satisfied if agreed to in writing by the parties. Section 9. Closing. i (a) At the Closing, all of the following shall occur, all of which are deemed concurrent conditions: (1) Seller, at Seller's sole cost and expense, shall deliver or cause to be delivered to Purchaser the following: (i) A Special Warranty Deed ("Deed"), fully executed and acknowledged by Seller, conveying to Purchaser good and indefeasible fee simple title to the Property subject to existing easements, rights-of-way, and prescriptive rights, whether of record or not, with the precise form of the Deed to be determined pursuant to Section 11 below; (ii) Any other instrument or document necessary for Title Company to issue the Owner Policy in accordance with Section 9(a)(3)below. (2) Purchaser, at Purchaser's sole cost and expense, shall deliver or cause to be delivered to Seller through the Title Company federally wired funds or such other means of funding acceptable to Seller, in an amount equal to the Purchase Price, adjusted for closing costs and prorations. (3) The Title Company of Purchaser's choice shall issue to Purchaser, at Purchaser's sole cost and expense, an Owner Policy of Title Insurance ("Owner Policy") issued by Title Company in the amount of the Purchase Price insuring that, after the completion of the Closing, Purchaser is the owner of indefeasible fee simple title to the Property, subject only to the Permitted Encumbrances, and the standard printed exceptions included in a Texas Standard Form Owner Policy of Title Insurance; provided, however, the printed form survey exception shall be limited to "shortages in area," the printed form exception for restrictive covenants shall be deleted except for those restrictive covenants that are Permitted Encumbrances, there shall be no exception for rights of parties in possession, and the standard exception for taxes shall read: "Standby Fees and Taxes for [the year of Closing] and subsequent years, and subsequent assessments for prior years due to change in land usage or ownership". (4) The Earnest Money (including any Additional Earnest Money) shall be applied to the Purchase Price at Closing. (5) Seller and Purchaser shall each pay their respective attorneys' fees. CFW Sale to Covenant Classical School Page 7 of 15 Rev. 6/18/07 (6) Purchaser shall pay all recording fees and any other closing costs as set forth by the Title Company. I (7) Purchaser shall pay all closing costs. (b) Ad valo�em and similar taxes and assessments, if any, relating to the Property shall be prorated between Seller and Purchaser as of the Closing, based on estimates of the amount of taxes that will be due and payable on the Property during the calendar year in which the Closing occurs. As soon as the amount of taxes and assessments on the Property for that year is known, Seller and Purchaser shall readjust the amount of taxes to be paid by each party with the result that Seller shall pay for any taxes and assessments applicable to the Property up to and including the date of Closing, and Purchaser shall pay for those taxes and assessments applicable to the Property after the Closing. The provisions of this Section 9(b) survive the Closing. (c) Upon completion of the Closing, Seller shall deliver possession of the Property to Purchaser, free and clear of all tenancies of every kind. Section 10. Agents. Seller and Purchaser each represent and warrant to the other that it has not engaged the services of any agent, broker, or other similar party in connection with this transaction except Purchaser's representative Scott Oram at SEO Properties, LLC. Purchaser shall be solely responsible for payment of any brokerage fees or commissions. Section 11. Closing Documents. No later than fifteen (15) days prior to the Closing, Seller shall deliver to Purchaser a copy of the Special Warranty Deed, which is subject to Purchaser's reasonable right of approval. Section 12. Notices. (a) Any notice under this Contract shall be in writing and shall be deemed to have been served if (i) delivered in person to the address set forth below for the party to whom the notice is given, (ii) delivered in person at the Closing (if that party is present at the Closing), (iii) placed in the United States mail, return receipt requested, addressed to such party at the address specified below, (iv) deposited into the custody of Federal Express Corporation to be sent by FedEx Overnight Delivery or other reputable overnight carrier for next day delivery, addressed to the party at the address specified below, or (v) telecopied to the party at the telecopy number listed below, provided that the transmission is confirmed by telephone on the date of the transmission. CFW Sale to Covenant Classical School Page 8 of 15 Rev. 6/18/07 (b) The address of Seller under this Contract is: City of Fort Worth With a copy to: 1000 Thuockmorton Street Vicki Ganske Fort Wooh, Texas 76102 City Attorney's Office Attention: Real Property City of Fort Worth Laura B. Chavez 1000 Throckmorton Telephone: 817-392-2311 Fort Worth, Texas 76102 Fax (817) 392-8361 (817) 392-7765 Fax (817) 392-8359 (c) The address of Purchaser under this Contract is: Covenant Classical School 126 North Judd Street Fort Worth, Texas 76108 Telephone: (817) 820-0884 Fax (81 246-5027 (d) From time to time either party may designate another address or telecopy number under this Contract by giving the other party advance written notice of the change. Section 13. Termination,Default, and Remedies. (a) If Purchaser fails or refuses to consummate the purchase of the Property pursuant to this Contract at the Closing for any reason other than termination of this Contract by Purchaser pursuant to a right so to terminate expressly set forth in this Contract or Seller's failure to perform Seller's obligations under this Contract, then Seller, as Seller's sole and exclusive remedy, shall have the right to terminate this Contract by giving written notice thereof to Purchaser prior to or at the Closing, whereupon neither party hereto shall have any further rights or obligations hereunder, and Title Company shall deliver the Earnest Money to Seller as liquidated damages, free of any claims by Purchaser or any other person with respect thereto. It is agreed that the Earnest Money to which the Seller is entitled hereunder is a reasonable forecast of just compensation for the harm that would be caused by Purchaser's breach and that the harm that would be caused I by such breach is one that is incapable or very difficult of accurate estimation, and that the payment of these sums upon such breach shall constitute full satisfaction of Purchaser's obligations hereunder. (b) If Seller fails or refuses to consummate the sale of the Property pursuant to this Contract at Closing or fails to perform any of Seller's other obligations hereunder either prior to or at the Closing for any reason other than the termination of this Contract by Seller pursuant to a right so to terminate expressly set forth in this Contract or Purchaser's failure to perform Purchaser's obligations under this Contract, then Purchaser shall have the right to terminate this Contract by giving written notice thereof to Seller prior to or at the Closing whereupon the CFW Sale to Covenant Classical School Page 9 of 15 Rev. 6/18/07 Earnest Money shall be returned to Purchaser and neither party hereto shall have any further rights or obligations hereunder. (c) If either Seller or Purchaser becomes entitled to the Earnest Money upon cancellation of this Contract in accordance with its terms, Purchaser and Seller covenant and agree to deliver a letter bf instruction to the Title Company directing disbursement of the Earnest Money to the party entitled thereto. Section 14. Entire Contract. This Contract (including the attached exhibits) contains the entire contract between Seller and Purchaser, and no oral statements or prior written matter not specifically incorporated herein is of any force and effect. No modifications are binding on either party unless set forth in a document executed by that party. Section 15. Assigns. This Contract inures to the benefit of and is binding on the parties and their respective legal representatives, successors, and assigns. Any attempted assignment shall be void. Section 16. Time for Execution. If Purchaser has not executed and returned a fully executed copy of this Contract to Purchaser by 5:00 p.m., Fort Worth, Texas time on June 29, 2007, this Offer shall be null and void. Section 17. Time of the Essence. Time is of the essence under this Contract. Section 18. Taking Prior to Closing. If, prior to Closing, the Property or any portion thereof becomes subject to a taking by virtue of eminent domain, Purchaser may, in Purchaser's sole discretion, either (i) terminate this Contract whereupon the Earnest Money shall be returned to Purchaser, and neither party shall have any further rights or obligations hereunder, or (ii) proceed with the Closing of the transaction with an adjustment in the Purchase Price to reflect the net square footage of the Property after the taking. Section 19. Governing Law. This Contract shall be governed by and construed in accordance with the laws of the State of Texas. Section 20. Performance of Contract. The obligations under the terms of the Contract are performable in Tarrant County, Texas, and any and all payments under the terms of the Contract are to be made in Tarrant County, Texas. Section 21. Venue. Venue of any action brought under this Contract shall be in Tarrant County, Texas if venue is legally proper in that county. Section 22. Severability. If any provision of this Contract is held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability will not affect any other provision, and this Contract will be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. CFW Sale to Covenant Classical School Page 10 of 15 Rev. 6/18/07 Section 23. Business Days. If the Closing or the day for performance of any act required under this Contract falls on a Saturday, Sunday, or legal holiday, then the Closing or the day for such performance, as the case may be, shall be the next following regular business day. Section 24. Counter arts. This Contract may be executed in multiple counterparts, each of which will be deemed an original, but which together will constitute one instrument. [SIGNATURES APPEAR ON THE FOLLOWING PAGE] CFW Sale to Covenant Classical School Page 11 of 15 Rev. 6/18/07 This Contract is executed as of the Effective Date. SELLER: CITY OF FORT WORTH, TEXAS By: r ) -� — Assistant eityWanager Marc A. Ott Date: Assistant City Manager Attest Marty Hendrixu City Secretary M&C: Date: /Gp��r�c 7 DOE# 47 Approved as to Legality and Form Vk 66 Assistant City Att'rney PURCHASER: Covenant Classical School, a Texas Nonprofit Corporation By: Name: Title: 431� e)jr s Date: 6; /t>'7 CFW Sale to Covenant Classical School Page 12 of 15 Rev. 6/18/07 i By its execution below,,Title Company acknowledges receipt of the Earnest Money described in this Contract and agrees to hold and deliver the same and perform its other duties pursuant to the provisions of this Contract. TITLE COMPANY: By: Name: Title: Date: Phone Fax CFW Sale to Covenant Classical School Page 13 of 15 Rev. 6/18/07 EXHIBIT "A" Description of Property Approximately 40,000 square foot tract of land described as a Tract of Land in the B.B.B. & C.R. R. Survey, Abstract No. 219 Tr. 1 C commonly known as 0 Old Weatherford Road, Fort Worth, Tarrant County, Texas, ONE ACRE PARCEL-AMBER RIDGE ACADEMY AMENDED <mra uw moasc.'tm xn:�uspi+`�a u% �u x mww wl'S53�JMn'4 a317�J _ w. ware uw ao+wno ee Naar SMWLMO-m4M3Ell! 10� O O'! CK LLA wic o.- d i;�'' m 2 Z < a o tr�� cz �1 ~ V e - wz <gP= V Y z ox<w z _ og o - o=sa W p n p Z wVN� ~ time O Oz CS Ei— _ 1._ 92 H N< _ z S< fex - _ - OW FaS �QOP - m2 S OmA 02¢ w01�¢ O ¢¢ UmU2« nOD m0 a - O�ie - YSr - c m C Z¢S•� m n' 4¢O� - - GZN - w¢ � ma Ua n'O UmC_ L-mm tivr a2 :-Z Y V Y4 ��u 0 x !0- 21tar Loo RR 'oot t�,.£o. — -o------_---- - mo a� m mo ----------------------- w'' 0 0 o 3� II ss a�, 1 SS3 O!i,09 r- 0 q �4 �i [mw x a r 0 m W W c •�— v eb a ; W v O z 2 °o. all �' x W II 1 ,moo .l I'OOZ 3.,95.8£°OON i 1�c CD U Q — In n _ a C3 h .ce $ M&�Request Review Page 1 of 2 RT City of Fort Worth 6nployee Intranet vv, w,cfwnet.or� F�' -" EmployeeHome I Council Agenda I MAC I .. Employee Print M&C COUNCIL ACTION: Approved on 10/16/2007 DATE: 10/16/2007 REFERENCE NO.: **L-14407 LOG NAME: 30WEATHERFORD 2 CODE: L TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: Authorize the Sale of the City Fee Owned Surplus Property located in the B.B.B. & C.R.R. Co. Survey Abstract #219, a/k/a 0 Old Weatherford Road, Fort Worth, Tarrant County, Texas, to Covenant Classical School, a Texas Non-Profit Corporation, in Accordance with Section 272.001 of the Texas Local Government Code and Accept One Permanent Right-of-Way Easement(DOE #5475); and Acceptance and Recording of the Appropriate Instruments RECOMMENDATION: It is recommended that the City Council: 1. Authorize the Sale of the City Fee Owned Surplus Property located in the B.B.B. & C.R.R. Co. Survey Abstract #219, a/k/a 0 Old Weatherford Road, Fort Worth, Tarrant County, Texas, to Covenant Classical School, a Texas Non-Profit Corporation, in Accordance with Section 272.001 of the Texas Local Government Code for the appraised fair market value in the amount of$22,500; 2. Authorize and Accept One Permanent Right-of-Way Easement for the future extensions of Academy Boulevard and Amber Ridge Drive, further described in the attached Exhibit A; and 3. Authorize the City Manager to execute the appropriate documentation and record the necessary documents. DISCUSSION: On November 1, 1957, Council Members approved the purchase and recommended the adoption of the 200 foot x 200 foot tract of land for the Westland 2 M.G. Elevated Water Tank Project. Due to the cancellation of the project, the Water Department deemed the property surplus and requested Real Property to facilitate the sale of the surplus property. An internal review process by City Departments has been conducted and has determined the property is not needed for a future project. On January 10, 2007, the Real Property Services Division received a direct sale request from Covenant Classical School, a Texas Non-Profit Corporation, for the purpose of constructing a school Grades K through 12. The City is allowed to sell a surplus property under Local Government Code 272.001. As part of the sales agreement, the purchaser will pay all closing costs related to the purchase of the property and will convey a Permanent Right-of-Way Easement for the extension of Academy Boulevard and Amber Ridge Drive more fully described on the attached Exhibit A. In addition, the City will retain all mineral interests it may own in conjunction with the property. The Property is described as follows: Grantee Type Legal Description Square Feet Amount Covenant Classical School, Direct Sale A parcel of land in the B.B.B. & 40,000 $22,500.00 A Texas Non-Profit Corporation . C.R.R. Co. Survey http://www.cfwnet.org/council_pack t/mc review.asp?ID=8666&councildate=10/16/2007 10/17/2007 M&C Request Review Page 2 of 2 Abstract No. 219, Fort Worth, Tarrant County, Texas The permanent Right-of-Way Easement is further described as follows: Grantor Type Legal Description Square Feet Amount Covenant Classical School, ROW Easement f6r Proposed A parcel of land in the 13,577 $10.00 A Texas Non-Profit Academy Boulevard and B.B.B. & C.R.R. Co. Corporation Proposed Amber Ridge Survey, Abstract No. 219, Drive, Fort Worth, Fort Worth, Tarrai t County, Texas Tarrant County, Texas Total Cost $10.00 FISCAL INFORMATION/CERTIFICATION: The Finance Director certifies that the Engineering Department, Real Property Services, is responsible for the deposit of funds due to City. TO Fund/Account/Centers FROM Fund/Account/Centers PE45 493382 0601000 $221,990.00 PE45 539120 0601000 $10.00 GG01 481306 0807061 1,500.00 Submitted for City Manager's Office by: Marc A. Ott(8476) Originating Department Head: A. Douglas Rademaker(6157) Additional Information Contact: Laura B. Chavez (8380) ATTACHMENTS_ 30WEATHERFORD 2 Exhibit_A.pdf http://www.cfwnet.org/council_packet/mc review.asp?ID=8666&councildate=l0/16/2007 10/17/2007